Alternatives to Traditional Securities Offerings

Adam Fleisher, Joon Hur and Jesse Brush have authored “Alternatives to Traditional Securities Offerings,” a new chapter for the PLI’s Financial Products Fundamentals treatise. The chapter discusses a variety of alternatives to conventional SEC-registered and Rule 144A / Regulation S offerings. In particular, the chapter examines the following transactions and structures, and the principal federal securities law and related considerations they raise:

• ATM, or at-the-market, offerings (typically conducted under an equity dribble-out or equity distribution program)
• Block trades (pursuant to SEC registration and under Rule 144A, Regulation S and Rule 144)
• PIPE, or private investment in public equity, offerings (including antitrust, banking regulation, CFIUS, Delaware law and tax considerations)
• Registered direct offerings (also known as “registered PIPEs”)
• Rights offerings
• SPACs, or special purpose acquisition vehicles
• BDCs, or business development companies
• Spin-offs
• Reverse mergers

The chapter will be published as part of Financial Product Fundamentals, Second Edition© The Practising Law Institute, a leading treatise on legal, business and compliance aspects of securities and other financial products, and will be available at www.pli.edu or by contacting 1-800-260-4754.

A copy of the chapter is attached. Questions regarding the matters discussed in the chapter may be directed to the authors or to any of your regular contacts at the firm.